Kontoor Brands Inc.

03/04/2026 | Press release | Distributed by Public on 03/04/2026 05:06

Annual Report for Fiscal Year Ending January 3, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide readers of our financial statements with a narrative from management's perspective on our financial condition, results of operations and liquidity as well as certain other factors that may affect our future results. This section should be read in conjunction with the Consolidated Financial Statements and related Notes included in Part IV of this Annual Report on Form 10-K. Refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the fiscal year ended December 28, 2024, for discussion of the results of operations for the year ended December 28, 2024, compared to the year ended December 30, 2023.
The following discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in "Special Note On Forward-Looking Statements" included in Part I of this Annual Report on Form 10-K and in Part I, Item 1A "Risk Factors" in this Annual Report on Form 10-K.
Description of Business
Kontoor Brands, Inc. (collectively with its subsidiaries, "Kontoor," the "Company," "we," "us" or "our") is a global lifestyle apparel company, with a portfolio led by three of the world's most iconic consumer brands: Wrangler®, Lee®and Helly Hansen®. The Company designs, manufactures, procures, sells and licenses apparel, footwear and accessories, primarily under the brand names Wrangler®, Lee® andHelly Hansen®. Our products are sold in the United States ("U.S.") and internationally, primarily in the Europe, Middle East and Africa ("EMEA"), Asia-Pacific ("APAC") and Non-U.S. Americas regions. We also license the use of our brands in certain regions.
The Company's products are sold through wholesale and direct-to-consumer channels, primarily through mass merchants, outdoor and sporting goods stores, specialty stores, department stores, Company-operated stores, concession retail stores, independently-operated partnership stores, business-to-business through our workwear and uniform businesses and online, including digital marketplaces. In China, our Helly Hansen®business is operated through a joint venture arrangement.
Acquisition of Helly Hansen
On May 31, 2025, we completed the acquisition of a group of companies that own and operate the Helly Hansen®and Musto®brands, collectively referred to as "Helly Hansen," for initial cash consideration of $1.3 billion Canadian dollars, equivalent to $957.5 million U.S. dollars. The purchase price was funded by indebtedness and cash on hand. Helly Hansen®is a premium global outdoor and workwear brand, and Musto®is a premium sailing and outdoor brand. The acquisition of these brands scales Kontoor's penetration in the large and growing outdoor and workwear markets globally, and diversifies Kontoor's portfolio across geographies, categories, consumers and points of distribution. The results of operations of Helly Hansen have been included in the Company's consolidated financial statements since the completion of the acquisition. Refer to Note 2 to the Company's financial statements in this Form 10-K for additional information.
Fiscal Year and Basis of Presentation
The Company operates and reports using a 52/53-week fiscal year ending on the Saturday closest to December 31 of each year. For presentation purposes herein, all references to years ended December 2025, December 2024 and December 2023 correspond to the 53-week fiscal year ended January 3, 2026, and the 52-week fiscal years ended December 28, 2024, and December 30, 2023, respectively. Accordingly, the year ended December 2025 included an extra week when compared to the year ended December 2024.
References to fiscal 2025 foreign currency amounts herein reflect the impact of changes in foreign exchange rates from fiscal 2024 and the corresponding impact on translating foreign currencies into U.S. dollars and on foreign currency-denominated transactions. The Company's most significant foreign currency translation exposure is typically driven by the Norwegian krone, the euro, the Chinese yuan and the Mexican peso. However, the Company conducts business in other developed and emerging markets around the world with exposure to other foreign currencies.
Amounts herein may not recalculate due to the use of unrounded numbers.
Macroeconomic Environment and Other Recent Developments
Kontoor Brands, Inc. 2025 Form 10-K 27
Global macroeconomic conditions that continued to impact the Company during 2025 included inconsistent consumer demand despite recent declines in interest rates, ongoing fluctuations in foreign currency exchange rates, moderating inflation and global supply chain issues. During 2025 and at the beginning of 2026, the U.S. government enacted and continues to enact significant changes to its tariff regime which increased rates on virtually all imports. The ongoing impact of increased tariff rates and uncertainty regarding the outcomes of trade negotiations is contributing to macroeconomic volatility. In addition, on February 20, 2026, the U.S. Supreme Court issued an opinion regarding certain tariffs imposed under the International Emergency Powers Act. It is unclear at this time what impact this decision will have on the Company's future financial results, including whether we will be able to obtain refunds of amounts previously collected for such tariffs or the level of replacement tariffs the current U.S. administration may impose through other means.
Inflationary and interest rate pressures have lessened in recent quarters. Despite reduced pressure, these rates have continued to impact us, along with recent increases in product costs and tariffs, as compared to 2024. In 2025, retailers continued to conservatively manage inventory levels as a result of this uncertain macroeconomic environment. The Company has responded to ongoing macroeconomic conditions by controlling expenses, instituting pricing adjustments for our products, investing in our brands and executing our Project Jeanius business transformation.
The Company continues to evaluate mitigating actions, including the transfer of production within our global supply chain, transformation of our supply chain capabilities, pricing adjustments for our products, supplier partnership initiatives and inventory management. While we anticipate continued uncertainty related to the macroeconomic environment during 2026, including the potential impact of further tariff increases, we believe we are appropriately positioned to successfully manage through operational challenges and cost pressures should they arise. We continue to closely monitor macroeconomic conditions, including consumer behavior and the impact of these factors on consumer demand.
Business Overview
We are focused on delivering long-term value to our stakeholders, including our consumers, customers, shareholders, suppliers and communities around the world, by accelerating growth, expanding operating margin, increasing capital allocation optionality and establishing the Company as the employer of choice in the industry. Additionally, the integration of Helly Hansen is a strategic focus for the Company, with an emphasis on geographic and category expansion. The Company continues to execute on Project Jeanius, a multi-year comprehensive end-to-end business transformation focused on simplifying processes, optimizing systems and enhancing our global operating model with the goal of creating significant investment capacity through gross and operating margin expansion. In addition, our capital allocation strategy allows us the option to (i) invest in our business, (ii) pay down debt, (iii) provide for a superior dividend payout, (iv) effectively manage our share repurchase authorization and (v) act on strategic acquisition opportunities that may arise.
During 2025, in connection with the Helly Hansen acquisition, the Company incurred acquisition and integration-related costs of $50.8 million comprised of professional and other fees, which are reported in "selling, general and administrative expenses". Acquisition and integration-related costs also included a gain of $24.1 million reported in "other income (expense), net", related to the settlement of foreign currency exchange contracts to hedge the purchase price of the Helly Hansen acquisition. We expect to incur additional costs in future periods as we complete the integration of Helly Hansen.
The Company continued to execute on Project Jeanius during 2025. The Company closed a portion of our manufacturing facilities and incurred restructuring charges of $43.5 million primarily related to severance, employee-related benefits and asset impairments. A reduction in our manufacturing facilities and diversification in our sourcing footprint, which is part of our ongoing supply chain transformation, will help to promote flexibility, balance costs, improve speed of service and enhance our sourcing capabilities. Additionally, the Company incurred transformation charges of $37.1 million related to business optimization activities. During 2024, the Company incurred total restructuring and transformation charges of $38.3 million related to Project Jeanius. We anticipate to incur additional costs associated with Project Jeanius as we continue to execute on this multi-year initiative.
Refer to Note 23 to the Company's financial statements in this Form 10-K for additional information related to restructuring charges.
HIGHLIGHTS OF THE YEAR ENDED DECEMBER 2025
The acquisition of Helly Hansen was completed on May 31, 2025, and the results of operations have been included in our consolidated financial statements since that date. During the year ended December 2025, the Company incurred $50.8 million of acquisition and integration-related costs which were recorded in "selling, general and administrative expenses".
During the year ended December 2025, the Company incurred $80.6 million of charges related to the closure of a portion of its manufacturing facilities and business optimization activities, of which $46.3 million were recorded in "cost of goods sold", resulting in an 80 basis point decrease in gross margin for the period, and $34.3 million were recorded in "selling, general and administrative expenses."
Net revenuesof $3.2 billion increased 21% compared to the year ended December 2024, and included a $475.5 million contribution from the Helly Hansen acquisition and an approximate 2% benefit from the 53rd week.
U.S. Wholesale revenuesincreased 7% compared to the year ended December 2024, and included a $66.3 million contribution from the Helly Hansen acquisition and an approximate 2% benefit from the 53rd week. U.S. Wholesale revenues represented 64% of total revenues in the current year.
28 Kontoor Brands, Inc 2025 Form 10-K
International Wholesale revenuesincreased 65% compared to the year ended December 2024, and included a $281.6 million contribution from the Helly Hansen acquisition and a less than 1% benefit from the 53rd week. International Wholesale revenues represented 21% of total revenues in the current year.
Direct-to-Consumer revenuesincreased 49% compared to the year ended December 2024, and included a $127.6 million contribution from the Helly Hansen acquisition and an approximate 3% benefit from the 53rd week. Direct-to-Consumer revenues represented 15% of total revenues in the current year.
Gross marginincreased 70 basis points to 45.2% compared to the year ended December 2024, benefiting from product and channel mix, accretion from the Helly Hansen acquisition and benefits from Project Jeanius, partially offset by the net impact of increases in tariff, product costs and pricing adjustments for our products and the $46.3 million of restructuring and transformation charges incurred during the period as discussed in the highlights above.
Selling, general and administrative expenses as a percentage of revenues increased to 34.5% compared to 31.4% for the year ended December 2024, and included $193.7 million of operating expenses attributable to Helly Hansen. Selling, general and administrative expenses in 2025 included $85.1 million of total charges as discussed in the highlights above.
Operating incomedecreased 2% to $336.8 million compared to the year ended December 2024, and included a $38.0 million contribution from the Helly Hansen acquisition and the impact of the charges incurred during the period as discussed in the highlights above.
Net incomedecreased 7% to $227.5 million compared to the year ended December 2024, and included a $12.6 million contribution from the Helly Hansen acquisition. Net income in 2025 was impacted by a higher effective tax rate and the after-tax impact of the charges incurred during the period as discussed in the highlights above.
Diluted earnings per sharewas $4.05 in 2025, compared to $4.36 in 2024, and included a $0.23 contribution from the Helly Hansen acquisition, including the income from equity method investment, and a $1.54 after-tax impact from the charges incurred in the period discussed in the highlights above.
Cash provided by operating activitieswas $455.8 million as compared to $368.2 million in the prior year period, including an approximate $100 million contribution from the Helly Hansen acquisition.
Kontoor Brands, Inc. 2025 Form 10-K 29
ANALYSIS OF RESULTS OF OPERATIONS
Consolidated Statements of Operations
The following table presents components of the Company's statements of operations:
Year Ended December
(Dollars in thousands) 2025 2024
Net revenues $ 3,152,456 $ 2,607,578
Gross margin (net revenues less cost of goods sold) $ 1,423,389 $ 1,161,570
As a percentage of net revenues 45.2 % 44.5 %
Selling, general and administrative expenses $ 1,086,581 $ 819,281
As a percentage of net revenues 34.5 % 31.4 %
Operating income $ 336,808 $ 342,289
As a percentage of net revenues 10.7 % 13.1 %
Additionally, the following table presents a summary of the changes in net revenues for the year ended December 2025 as compared to December 2024:
(In millions) Year Ended December
Net revenues - 2024 $ 2,607.6
Organic(1)
61.3
Helly Hansen Acquisition 475.5
Impact of foreign currency 8.1
Net revenues - 2025 $ 3,152.5
(1) Organic refers to revenues generated excluding the contributions from the Helly Hansen acquisition.
2025 Compared to 2024
Net revenuesincreased 21%, primarily attributable to the Helly Hansen acquisition and broad-based growth in our Wrangler businesses. Net revenues increased in all channels, driven by a 65% increase in International Wholesale revenues primarily attributable to Helly Hansen. Global Direct-to-Consumer revenues increased 49%, attributable to the acquisition and higher e-commerce and retail store sales for Wrangler and Lee. U.S. Wholesale revenues increased 7%, attributable to the acquisition and growth in our Wrangler wholesale business, with category growth in Western, workwear, non-denim products and female, which was partially offset by a decrease in our Lee U.S. Wholesale business. Net revenues in 2025 included an approximate 2% benefit from the 53rd week.
Additional details on changes in net revenues for the year ended December 2025 as compared to December 2024 are provided in the section titled "Information by Business Segment."
Gross marginincreased 70 basis points, primarily driven by 40 basis points attributable to Helly Hansen, a 90 basis point increase from favorable product and channel mix and 80 basis points from the benefits of Project Jeanius. These increases were partially offset by a 60 basis point net impact due to tariffs, product cost increases and pricing adjustments for our products and an 80 basis point impact due to increased restructuring and transformation costs from the closure of a portion of our manufacturing facilities.
Selling, general and administrative expensesincreased $267.3 million, from 31.4% to 34.5% of net revenues, driven by the impact of $193.7 million of operating expenses attributable to Helly Hansen, representing a 220 basis point increase. In addition, expenses increased due to $50.8 million of acquisition and integration-related costs, $16.9 million of higher investments in our direct-to-consumer business and demand creation and a $34.3 million increase in restructuring and transformation charges, which were partially offset by declines in discretionary spending and benefits of Project Jeanius.
Other Income (expense), netincluded $24.1 million of gains related to foreign currency exchange contracts to hedge the purchase price of the Helly Hansen acquisition.
The effective income tax rate for the year ended December 2025 was 24.3% compared to 18.5% for the year ended December 2024. The effective tax rate without discrete items for the year ended December 2025 was 24.4% compared to 20.0% for the year ended December 2024. The increase was primarily due to changes in our jurisdictional mix of earnings and estimated non-deductible
30 Kontoor Brands, Inc 2025 Form 10-K
transaction costs incurred in conjunction with the Helly Hansen acquisition. Our effective income tax rate for foreign operations was 16.2% and 8.2% for the years ended December 2025 and December 2024, respectively.
The 2025 effective income tax rate included a net discrete tax benefit primarily related to stock-based compensation and one-time benefits related to the release of tax reserves, partially offset by an increase in valuation allowances in a foreign jurisdiction and tax expense related to the finalization of U.S. federal, state and foreign tax return filings. The net discrete tax benefit for the year ended December 2025 decreased the effective income tax rate by 0.1%. The 2024 effective income tax rate included a net discrete tax benefit primarily related to one-time benefits related to the release of tax reserves as well as benefits from stock-based compensation. The net discrete tax benefit for the year ended December 2024 decreased the effective income tax rate by 1.5%.
The One Big Beautiful Bill Act ("OBBBA") was signed into law by President Trump on July 4, 2025. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, including changes to global intangible low-tax income ("GILTI"), foreign derived intangible income ("FDII") and the base erosion and anti-abuse tax ("BEAT"). The legislation also includes the restoration of favorable tax treatment for certain business provisions such as bonus depreciation and Section 174 expensing. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently evaluating the impact of the future provisions of the OBBBA on our consolidated financial statements.
Kontoor Brands, Inc. 2025 Form 10-K 31
Information by Business Segment
The Company's three reportable segments are Wrangler, Lee and Helly Hansen. Refer to Note 4 to the Company's financial statements in this Form 10-K for additional information.
The following tables present a summary of the changes in segment revenues and segment profit for the years ended December 2025 and December 2024:
Segment Revenues:
Year Ended December
(In millions) Wrangler Lee
Helly Hansen
Total
Segment revenues - 2024 $ 1,806.0 $ 790.6 $ - $ 2,596.6
Operations 104.9 (44.6) 459.7 520.0
Impact of foreign currency 3.7 4.4 - 8.1
Segment revenues - 2025 $ 1,914.6 $ 750.4 $ 459.7 $ 3,124.7
Segment Profit:
Year Ended December
(In millions) Wrangler Lee
Helly Hansen
Total
Segment profit - 2024 $ 366.3 $ 89.7 $ - $ 456.0
Operations 73.8 (21.2) 31.8 52.6
Impact of foreign currency (0.1) 0.4 - 0.3
Segment profit - 2025 $ 440.0 $ 68.9 $ 31.8 $ 508.9
The following sections discuss the changes in segment revenues and segment profit.
Wrangler
Year Ended December
(Dollars in millions) 2025 2024 Percent Change
Segment revenues $ 1,914.6 $ 1,806.0 6.0 %
Segment profit $ 440.0 $ 366.3 20.1 %
Operating margin 23.0 % 20.3 %
2025 Compared to 2024
Globalrevenuesfor the Wrangler®brand increased 6%, due to growth in the U.S. Wholesale and Direct-to-Consumer channels. Wrangler global revenues in 2025 included an approximate 2% benefit from the 53rd week.
Revenues in the U.S region increased 6%, primarily due to growth in our U.S. Wholesale channel and U.S. direct-to-consumer business. Growth in wholesale was driven by broad-based category growth in Western, workwear, non-denim products and female along with increases in our digital wholesale and U.S. licensing businesses. Growth in our U.S. direct-to-consumer business was primarily driven by higher e-commerce sales.
Revenues in the International region increased 3%, primarily due to growth in EMEA's wholesale, retail store and e-commerce businesses.
Operating marginincreased to 23.0%, compared to 20.3% for the 2024 period. Gross margin increased primarily due to favorable product and channel mix and benefits from Project Jeanius partially offset by the net impact from tariffs, product costs and pricing adjustments for our products. Operating margin also improved due to decreases in restructuring and transformation charges compared to the prior year and the benefits of Project Jeanius. These benefits were partially offset by other operating cost increases driven by higher investments in our direct-to-consumer business, demand creation, information technology and distribution expenses.
32 Kontoor Brands, Inc 2025 Form 10-K
Lee
Year Ended December
(Dollars in millions) 2025 2024 Percent Change
Segment revenues $ 750.4 $ 790.6 (5.1) %
Segment profit $ 68.9 $ 89.7 (23.1) %
Operating margin 9.2 % 11.3 %
2025 Compared to 2024
Global revenuesfor the Lee®brand decreased 5%, due to declines in the International Wholesale and U.S. Wholesale channels, partially offset by growth in the Direct-to-Consumer channel. Lee global revenues in 2025 included an approximate 1% benefit from the 53rd week.
Revenues in the U.S. region decreased 4%, driven by a decline in the U.S. Wholesale channel, partially offset by growth in our U.S. direct-to-consumer business. The decrease in the U.S. Wholesale channel was due to lower wholesale shipments partially offset by growth in our digital wholesale business. Growth in our U.S. direct-to-consumer business was due to higher e-commerce sales which were partially offset by lower retail store sales.
Revenues in the International region decreased 7%, primarily due to decreases in our wholesale businesses driven by proactive inventory management actions with wholesale customers in China, partially offset by growth in our APAC retail store business. Additionally, the international region benefited from growth in our EMEA direct-to-consumer business due to higher retail store and e-commerce sales.
Operating margindecreased to 9.2%, compared to 11.3% for the 2024 period. Gross margin decreased primarily due to unfavorable product and channel mix, a net impact from tariffs, product costs and pricing adjustments for our products and the impact from proactive inventory management actions, partially offset by the benefits from Product Jeanius. Operating margin was also impacted by the deleverage of fixed expenses on lower revenues which was partially offset by the impact of lower distribution costs and benefits from Project Jeanius.
Helly Hansen
Year Ended December
(Dollars in millions) 2025 2024 Percent Change
Segment revenues $ 459.7 $ - *
Segment profit $ 31.8 $ - *
Operating margin 6.9 % - %
*Calculation not meaningful.
The Helly Hansen acquisition was completed on May 31, 2025, so the results for the year ended December 2025 include seven months of its operations.
Other
In addition, we report an "Other" category to reconcile the Company's segment revenues to total revenues and segment profit to income before income taxes. Other includes sales and licensing of the Musto®, Chic® and Rock & Republic®brands, as well as other Company-owned brands and private label apparel, and the associated costs. Results of the Musto®brand have been included in the Company's consolidated financial statements since the Helly Hansen acquisition on May 31, 2025. The businesses within the Other category, either individually or in the aggregate, do not meet the criteria to be considered reportable segments.
Year Ended December
(Dollars in millions) 2025 2024 Percent Change
Other revenues $ 27.8 $ 11.0 153.1%
Profit (loss) related to other revenues $ 3.8 $ (1.6) 333.2%
Operating margin 13.7 % (14.9) %
Kontoor Brands, Inc. 2025 Form 10-K 33
Reconciliation of Segment Profit to Income Before Income Taxes
The costs below are necessary to reconcile total reportable segment profit to income before taxes. Corporate and other expenses, including certain acquisition and integration-related costs and restructuring and transformation costs, as well as interest expense and interest income, are not controlled by segment management and therefore are excluded from the measurement of segment profit.
Year Ended December
(Dollars in millions) 2025 2024 Percent Change
Segment profit:
Wrangler 440.0 366.3 20 %
Lee
68.9 89.7 (23) %
Helly Hansen
31.8 - *
Reconciliation to income before income taxes:
Corporate and other expenses (196.4) (123.2) 59.4 %
Interest expense (62.2) (40.8) 52.3 %
Interest income 7.3 11.1 (34.5) %
Profit (loss) related to other revenues 3.8 (1.6) 333.2 %
Income before income taxes $ 293.3 $ 301.4 (2.7) %


*Calculation not meaningful.
2025 Compared to 2024
Corporate and other expensesincreased $73.2 million, primarily due to a $106.1 million increase in restructuring and transformation costs related to the closure of a portion of our manufacturing facilities and acquisition and integration-related costs during the year ended December 2025, as well as increases in business optimization charges and incentive compensation expense compared to the prior period, partially offset by gains of $24.1 million related to the purchase price hedges for the Helly Hansen acquisition.
Interest expenseincreased $21.3 million during the year ended December 2025 compared to the year ended December 2024, primarily due to higher debt outstanding to fund the Helly Hansen acquisition.
ANALYSIS OF FINANCIAL CONDITION
Liquidity and Capital Resources
The Company's ability to fund our operating needs is dependent upon our ability to generate positive long-term cash flows from operations and maintain our debt financing on acceptable terms. The Company has historically generated strong positive cash flows from operations and continues to take proactive measures to manage working capital. We believe cash flows from operations will support our short-term liquidity needs as well as any future liquidity and capital requirements, in combination with available cash balances and borrowing capacity from our revolving credit facility.
Credit Availability
The Company was previously party to an amended and restated senior secured Credit Agreement dated November 18, 2021 (the "2021 Credit Agreement") that provided for (i) a five-year $400.0 million term loan A facility ("2021 Term Loan A") and (ii) a five-year $500.0 million revolving credit facility with the lenders and agents party thereto.
On April 8, 2025, the Company completed a refinancing pursuant to which it amended and restated the 2021 Credit Agreement to provide for (i) a five-year $700.0 million term loan facility ("Term Loan A-1") consisting of a $340.0 million initial term loan ("Initial Term Loan") and a $360.0 million delayed draw term loan ("Delayed Draw Term Loan"), (ii) a three-year $300.0 million delayed draw term loan facility ("Term Loan A-2") and (iii) a five-year $500.0 million revolving credit facility (the "Revolving Credit Facility"), collectively referred to as the "Credit Facilities," with the lenders and agents party thereto. Upon closing of the Credit Agreement (the "2025 Credit Agreement"), the net proceeds from the Initial Term Loan were used to repay all of the $340.0 million principal amount outstanding under the 2021 Term Loan A. On May 30, 2025, the Delayed Draw Term Loan and Term Loan A-2 were fully drawn and used to fund the Helly Hansen acquisition, along with approximately $300 million of cash on hand. Refer to Note 2 to the Company's financial statements in this Form 10-K for additional information related to the Helly Hansen acquisition.
Term Loan A-1 is scheduled to be repaid in quarterly installments of $4.4 million beginning in September 2026, which increases to quarterly installments of $8.8 million beginning in September 2027, with the remaining principal due at maturity. Term Loan A-2 is
34 Kontoor Brands, Inc 2025 Form 10-K
scheduled to be repaid in full at maturity. During the three and twelve months ended December 2025, the Company made voluntary early repayments of $200.0 million and $250.0 million, respectively, of the principal amount outstanding on Term Loan A-2.
Additionally, the Company has outstanding $400.0 million of unsecured 4.125% senior notes due 2029. The Company has "floating to fixed" interest rate swap agreements to mitigate exposure to volatility in reference rates on the Company's future interest payments. These debt obligations could restrict our future business strategies and could adversely impact our future results of operations, financial conditions or cash flows.
Refer to Note 12 to the Company's financial statements in this Form 10-K for additional information regarding the Company's debt obligations, and refer to Note 16 to the Company's financial statements in this Form 10-K for additional information regarding the Company's interest rate swap agreements.
As of December 2025, the Company was in compliance with all applicable covenants under the 2025 Credit Agreement and expects to maintain compliance with the applicable covenants for at least one year from the issuance of these financial statements. If economic conditions significantly deteriorate for a prolonged period, this could impact the Company's operating results and cash flows and thus our ability to maintain compliance with the applicable covenants. As a result, the Company could be required to seek new amendments to the 2025 Credit Agreement or secure other sources of liquidity, such as refinancing of existing borrowings, the issuance of debt or equity securities, or sales of assets. However, there can be no assurance that the Company would be able to obtain such additional financing on commercially reasonable terms or at all.
The Revolving Credit Facility may be used to borrow funds in both U.S. dollar and certain non-U.S. dollar currencies, and has a maximum borrowing capacity of $500.0 million with a $75.0 million letter of credit sublimit. There were no outstanding borrowings under the Revolving Credit Facility as of December 2025.
The following table presents outstanding borrowings and available borrowing capacity under the Revolving Credit Facility and our cash and cash equivalents balances as of December 2025:
(In millions) December 2025
Outstanding borrowings under the Revolving Credit Facility
$ -
Available borrowing capacity under the Revolving Credit Facility (1)
$ 493.3
Cash and cash equivalents $ 108.4
(1) Available borrowing capacity under the Revolving Credit Facility is net of $6.7 million of outstanding standby letters of credit issued on behalf of the Company under this facility.
At December 2025 and December 2024, the Company had availability of $20.0 million and $19.2 million, respectively, under its previously established international line of credit which is uncommitted and may be terminated at any time by either the Company or the financial institution. In addition, the Company had $17.4 million available at December 2025 under a committed international line of credit as a result of the acquisition. There were no outstanding balances under these arrangements at December 2025 andDecember 2024.
On August 5, 2021, the Company's Board of Directors approved a share repurchase program (the "2021 Repurchase Program") which authorized the repurchase of up to $200.0 million of the Company's outstanding Common Stock through open market or privately negotiated transactions. During the year ended December 2023, the Company repurchased 0.6 million shares of Common Stock for $30.0 million, including commissions, under the 2021 Repurchase Program.
On December 11, 2023, the Company announced that its Board of Directors approved a new share repurchase program (the "2023 Repurchase Program") which authorizes the repurchase of up to $300.0 million of the Company's outstanding Common Stock through open market or privately negotiated transactions. The 2023 Repurchase Program replaced all remaining shares under the 2021 Repurchase Program and does not have an expiration date but may be suspended, modified or terminated at any time without prior notice. During the years ended December 2025 and December 2024, the Company repurchased 0.4 million and 1.2 million shares of Common Stock for $25.0 million and $85.0 million, respectively, including commissions, under the 2023 Repurchase Program. As of December 2025, $190.0 million remained available for repurchase under the 2023 Repurchase Program.
The timing and amount of repurchases are determined by the Company's management based on its evaluation of market conditions, continued compliance with its debt covenants and other factors. All shares reacquired in connection with the Company's repurchase programs are treated as authorized and unissued shares upon repurchase.
During 2025, the Company paid $116.1 million of dividends to its shareholders. On February 12, 2026, the Board of Directors declared a regular quarterly cash dividend of $0.53 per share of the Company's Common Stock. The cash dividend will be payable on March 20, 2026, to shareholders of record at the close of business on March 10, 2026.
The Company intends to continue to pay cash dividends in future periods. The declaration and amount of any future dividends will be dependent upon multiple factors including our financial condition, earnings, cash flows, capital requirements, covenants associated with our debt obligations, legal requirements, regulatory constraints, industry practice and any other factors or considerations that our Board of Directors deems relevant.
Kontoor Brands, Inc. 2025 Form 10-K 35
We anticipate that we will have sufficient cash flows from operations, along with existing borrowing capacity, to support continued investments in our brands, infrastructure, talent and capabilities, dividend payments to shareholders, repayment of our debt obligations when due and repurchases of Common Stock. In addition, we would use current liquidity as well as access to capital markets to fund any additional strategic acquisition opportunities that may arise.
We currently expect capital expenditures to be approximately $45.0 million in 2026, primarily to support information technology, distribution, manufacturing, owned retail store investments and facility improvements.
The following table presents our cash flows during the periods:
(In millions) Year Ended December
Cash provided (used) by: 2025 2024
Operating activities $ 455.8 $ 368.2
Investing activities $ (898.8) $ (22.3)
Financing activities $ 246.8 $ (240.4)
Operating Activities
During 2025, cash provided by operating activities was $455.8 million as compared to $368.2 million in the prior year period. The increase was primarily due to changes in working capital, including favorable changes in accounts receivable, accrued liabilities and accounts payable, partially offset by unfavorable changes in income taxes. Net income benefited from the contribution of Helly Hansen and was impacted by the acquisition and integration-related costs and restructuring and transformation costs incurred during 2025.
Investing Activities
During 2025, cash used by investing activities was $898.8 million as compared to $22.3 million in the prior year period, primarily due to cash used to fund the Helly Hansen acquisition, partially offset by proceeds from the settlement of foreign exchange contracts associated with the purchase price of the acquisition in 2025.
Financing Activities
During 2025, cash provided by financing activities was $246.8 million as compared to cash used by financing activities of $240.4 million in the prior year period. This increase was primarily due to our debt refinancing which provided $1.0 billion of proceeds to support the Helly Hansen acquisition, partially offset by the repayment of the Company's prior Term Loan A of $345.0 million and voluntary early term loan repayments of $250.0 million. Additionally, Common Stock repurchases decreased by $60.7 million in the current year.
36 Kontoor Brands, Inc 2025 Form 10-K
Contractual Obligations
The Company believes it has sufficient liquidity to fund its operations and meet its short-term and long-term obligations. The Company's estimated contractual obligations and other commercial commitments at December 2025 and the future periods in which such obligations are expected to be settled in cash are described below.
Contractual commitments on the Company's balance sheets include obligations to make principal payments on $1.15 billion of long-term debt based on the defined terms of our debt agreements. Refer to Note 12 to the Company's financial statements in this Form 10-K for additional information. These debt agreements also require periodic interest payments on floating and fixed rate terms. Future estimated interest payments under these agreements, based on interest rates in effect as of December 2025 and the remaining terms of the debt arrangements, are $58.0 million, $57.1 million, $53.4 million, $50.7 million and $9.0 million for 2026 through 2030, respectively, with no remaining payments thereafter.
The Company has future payments related to other liabilities recorded in the balance sheets, which primarily represent long-term liabilities for deferred compensation and other employee-related benefits. Refer to Note 13 and Note 14 to the Company's financial statements in this Form 10-K for additional information.
The Company is committed under noncancelable operating leases. Refer to Note 21 to the Company's financial statements in this Form 10-K for additional information related to future lease payments.
The Company has unrecorded commitments consisting of inventory obligations, minimum royalty payments and other obligations. Other obligations represent other binding commitments for the expenditure of funds, including (i) amounts related to contracts not involving the purchase of inventories, such as the noncancelable portion of service or maintenance agreements for management information systems, (ii) capital spending and (iii) advertising. Refer to Note 22 to the Company's financial statements in this Form 10-K for additional information.
Off-Balance Sheet Arrangements
We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Kontoor Brands, Inc. 2025 Form 10-K 37
Critical Accounting Policies and Estimates
We have chosen accounting policies that management believes are appropriate to accurately and fairly report our operating results and financial position in conformity with Generally Accepted Accounting Principles. We apply these accounting policies in a consistent manner. Significant accounting policies are summarized in Note 1 to the Company's financial statements included in Part IV of this Annual Report on Form 10-K.
The application of these accounting policies requires that we make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, net revenues, expenses, contingent assets and liabilities and related disclosures. These estimates, assumptions and judgments are based on historical experience, current trends and other factors believed to be reasonable under the circumstances. Management evaluates these estimates and assumptions on an ongoing basis. Because our business cycle is relatively short (i.e., from the date that inventory is received until that inventory is sold and the trade accounts receivable is collected), actual results related to most estimates are known within a few months after any balance sheet date. In addition, we may retain outside specialists to assist in impairment testing of long-lived assets and valuation of business combinations. Several of the estimates and assumptions we are required to make relate to future events and are therefore inherently uncertain, especially as it relates to events outside of our control. If actual results ultimately differ from previous estimates, the revisions are included in results of operations when the actual amounts become known.
We believe the following accounting policies involve the most significant management estimates, assumptions and judgments used in preparation of the financial statements or are the most sensitive to change from outside factors. The selection and application of the Company's critical accounting policies and estimates are periodically discussed with the Audit Committee of the Board of Directors.
Business Combinations
Description
Our policy is to account for business combinations using the acquisition method of accounting. Under the acquisition method, the consolidated financial statements reflect the operations of an acquired business starting from the closing date of the acquisition. All assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. We allocate the purchase price of an acquired business to the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, with any excess purchase price recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed may be recorded with the corresponding offset to goodwill.
Judgments and Uncertainties
The application of the acquisition method of accounting for business combinations and determination of fair value requires management to make judgments and may involve the use of significant estimates, including assumptions related to estimated future revenues, growth rates, cash flows, discount rates and royalty rates, among other items. We generally evaluate fair value at acquisition using three valuation techniques - the cost approach, market and income methods - and determine the valuation method based on what is most appropriate in the circumstance. The process of assigning fair values, particularly to acquired intangible assets, is highly subjective. We also utilize third-party valuation specialists to assist management in the determination of the fair value of assets acquired and liabilities assumed.
Effect if Actual Results Differ From Assumptions
Management estimates of fair value are based on assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. If the actual results differ from the estimates and judgments used, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill, as discussed in the "Long-Lived Assets - Property, Plant and Equipment and Operating Lease Assets" and "Indefinite-Lived Intangible Assets and Goodwill" sections below.
Helly Hansen Acquisition
During the second quarter of 2025, we completed the acquisition of Helly Hansen. Management allocated the preliminary purchase price of the acquired Helly Hansen business to the preliminary estimated fair values of the acquired assets and assumed liabilities as of the date of acquisition, which resulted in excess purchase price of $320.7 million that was recorded as goodwill. The acquired assets include the estimated fair value of $400.0 million for the Helly Hansen®trademark, which is an identifiable intangible asset management believes to have an indefinite life. The estimated fair value of the Helly Hansen®trademark was determined using the income-based relief-from-royalty method, which required the use of significant estimates and assumptions, including future revenues, growth rates, royalty rate, tax rates and discount rate associated with the acquired intangible asset. Management's estimates and assumptions utilized internal forecasts of future business performance and relevant market information. Management also utilized a third-party valuation specialist to assist in the determination of the estimated fair value of the Helly Hansen®trademark.
Management believes the assumptions used in determining the estimated fair value of the Helly Hansen®trademark are reasonable but are inherently uncertain and unpredictable. As a result, actual results may differ from estimates. Future business and economic conditions, as well as significant changes in any of the assumptions used to estimate the acquisition date fair value of the Helly
38 Kontoor Brands, Inc 2025 Form 10-K
Hansen®trademark, may result in a future impairment charge that could have a material effect on the Company's consolidated financial position and results of operations.
Refer to Note 2 to the consolidated financial statements for additional information related to the Helly Hansen acquisition.
Impairment Testing of Long-Lived Assets
Long-Lived Assets - Property, Plant and Equipment and Operating Lease Assets
Description
Our policy is to review property, plant and equipment and operating lease assets for potential impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. In addition, the Company's policy is to perform impairment testing at least annually for retail store assets, including the related operating lease assets. We test for potential impairment at the asset or asset group level, which is the lowest level for which there are identifiable cash flows that are largely independent, by comparing the carrying value to the estimated undiscounted cash flows expected to be generated by the asset. If the forecasted undiscounted cash flows to be generated by the asset are not expected to be adequate to recover the asset's carrying value, a fair value analysis must be performed, and an impairment charge is recorded if there is an excess of the asset's carrying value over its estimated fair value.
Judgments and Uncertainties
When testing property, plant and equipment or operating lease assets for potential impairment, management uses the income-based discounted cash flow method using the estimated cash flows of the respective asset or asset group. We include assumptions about sales growth and operating margins, which are compared to our budgets, business plans and economic projections. Assumptions are also made for varying terminal growth rates for years beyond the forecast period. Generally, we utilize operating margin assumptions based on future expectations, operating margins historically realized in the reporting units' industries and industry marketplace valuation multiples.
Initially, the estimated undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its carrying value. If the undiscounted cash flows of the asset or asset group exceed its carrying value, there is no impairment charge. If the undiscounted cash flows of the asset or asset group are less than its carrying value, then the estimated fair value of the asset or asset group is calculated based on discounted cash flows using an applicable discount rate or weighted average cost of capital ("WACC"). An impairment charge is recognized for the difference, if any, between the estimated fair value of the asset or asset group and its carrying value.
Effect if Actual Results Differ From Assumptions
We have not made any material changes in the methodology used to evaluate the impairment of property, plant and equipment and operating lease assets during 2025. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to calculate impairments, useful lives of property, plant and equipment or term length of leases. However, if actual results are not consistent with our estimates and assumptions used to calculate estimated future cash flows, we may be exposed to potentially material impairments.
Indefinite-Lived Intangible Assets and Goodwill
Description
Our policy is to evaluate indefinite-lived intangible assets, including goodwill, for possible impairment as of the beginning of the fourth quarter of each year, or whenever events or changes in circumstances indicate that the fair value may be below its carrying amount. As part of our annual impairment testing, we may elect to assess qualitative factors as a basis for determining whether it is necessary to perform quantitative impairment testing. If the Company elects to perform a qualitative analysis and determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then no further testing is required. Otherwise, the asset must be quantitatively tested for possible impairment. Alternatively, the Company may elect to bypass a qualitative analysis and perform a quantitative analysis.
Judgments and Uncertainties
An indefinite-lived intangible asset is quantitatively tested for possible impairment by comparing the estimated fair value of the asset with its carrying value. An impairment charge is recorded to the extent that the asset's carrying value exceeds its estimated fair value. Goodwill is quantitatively evaluated for possible impairment by comparing the estimated fair value of a reporting unit to its carrying value. Reporting units are businesses with discrete financial information that is available and reviewed by segment management.
For indefinite-lived intangible asset impairment testing, we measure the fair value of our indefinite-lived trademarks and trade names using the relief-from-royalty method, which estimates the present value of royalty income that could be hypothetically earned by licensing the brand name to a third party over the remaining useful life. The determination of fair value using this technique requires the use of estimates and assumptions related to forecasted revenue growth rates, the royalty rates and discount rates.
Kontoor Brands, Inc. 2025 Form 10-K 39
For goodwill impairment testing, we estimate the fair value of a reporting unit using both income-based and market-based valuation methods. The income-based approach is based on the reporting unit's forecasted future cash flows that are discounted to present value using the reporting unit's WACC that considers market participant assumptions, plus a spread that factors in the risk of the asset. For the market-based approach, management uses both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of net revenues and earnings before interest, taxes, depreciation and amortization ("EBITDA") for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. Under the similar transactions method, valuation multiples are calculated utilizing actual transaction prices and net revenue / EBITDA data from target companies deemed similar to the reporting unit.
Based on the range of estimated fair values developed from the income and market-based methods, we determine the estimated fair value of the reporting unit. If the estimated fair value of the reporting unit exceeds its carrying value, the goodwill is not impaired and no further review is required. However, if the estimated fair value of the reporting unit is less than its carrying value, we calculate the impairment loss as the difference between the carrying value of the reporting unit and the estimated fair value.
The income-based fair value methodology requires management's assumptions and judgments regarding economic conditions in the markets in which we operate and conditions in the capital markets, many of which are outside of management's control. At the reporting unit level, fair value estimation requires management's assumptions and judgments regarding the effects of overall economic conditions on the specific reporting unit, along with assessment of the reporting unit's strategies and forecasts of future cash flows. Forecasts of individual reporting unit cash flows involve management's estimates and assumptions regarding:
Annual cash flows, on a debt-free basis, arising from future net revenues and profitability, changes in working capital, capital spending and income taxes for at least a ten-year forecast period.
A terminal growth rate for years beyond the forecast period. The terminal growth rate is selected based on consideration of growth rates used in the forecast period, historical performance of the reporting unit and economic conditions.
A discount rate that reflects the risks inherent in realizing the forecasted cash flows. A discount rate considers the risk-free rate of return on long-term treasury securities, the risk premium associated with investing in equity securities of comparable companies, the beta obtained from comparable companies and the cost of debt for investment grade issuers. In addition, the discount rate may consider any company-specific risk in achieving the prospective financial information.
Under the market-based fair value methodology, judgment is required in evaluating market multiples and recent transactions. Management believes that the assumptions used for its impairment tests are representative of those that would be used by market participants performing similar valuations of our reporting units.
Effect if Actual Results Differ From Assumptions
Management makes its estimates based on information available as of the date of our assessment, using assumptions we believe market participants would use in performing an independent valuation of the business. It is possible that our conclusions regarding impairment or recoverability of indefinite-lived intangible assets or goodwill in any reporting unit could change in future periods. There can be no assurance that the estimates and assumptions used in our goodwill impairment testing will prove to be accurate predictions of the future, if, for example, (i) the businesses do not perform as projected, (ii) overall economic conditions in future years vary from current assumptions (including changes in discount rates), (iii) business conditions or strategies for a specific reporting unit change from current assumptions, including loss of major customers, (iv) investors require higher rates of return on equity investments in the marketplace or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of net revenues and EBITDA. A future impairment charge for goodwill could have a material effect on our financial position and results of operations.
Income Taxes
Description
As a global company, Kontoor is subject to taxation and files income tax returns in over 50 U.S. and foreign jurisdictions each year. The determination of our provision for income taxes, as it relates to estimates for deferred income taxes and liabilities for unrecognized tax benefits, requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws.
Judgments and Uncertainties
Deferred income tax assets and liabilities reflect the net future tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has $71.0 million of gross deferred income tax assets related to income tax credit carryforwards and $52.2 million of gross deferred income tax assets related to operating loss carryforwards. We periodically assess the realizability of deferred tax assets, which often requires significant judgment. If management believes that the Company will not be able to generate sufficient taxable income to offset losses during the carryforward periods, the Company records valuation allowances to reduce those deferred tax assets to amounts expected to be ultimately realized. Based on the Company's assessment, it has recorded valuation allowances of $71.0 million related to income tax credit carryforwards and $40.1 million related to operating loss carryforwards based on the weight of available evidence and the
40 Kontoor Brands, Inc 2025 Form 10-K
conclusion that it is more-likely-than-not (likelihood of more than 50%) that some portion, or all, of these deferred tax assets will not be realized.
The calculation of liabilities for unrecognized tax benefits involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and significant management judgment. The Company's income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments. The Company has reviewed all issues raised upon examination, as well as any exposure for issues that may be raised in future examinations. The Company has evaluated these potential issues under the "more-likely-than-not" standard of the accounting literature. A tax benefit is recognized if it meets this standard and is measured at the largest amount of benefit that has a greater than 50% likelihood of being realized.
Effect if Actual Results Differ From Assumptions
Realization of deferred tax assets related to income tax credit and operating loss carryforwards is dependent on future taxable income in specific jurisdictions, the amount and timing of which are uncertain, and on possible changes in tax laws. If management determines in a future period that the amount of deferred tax assets expected to be realized differs from the net recorded amount, the Company would record an adjustment to the valuation allowance and income tax expense in that future period.
Judgments and estimates in the calculation of the liability for unrecognized tax benefits may change based on audit settlements, court cases, proposed tax regulations and interpretation of tax laws and regulations. Income tax expense could be materially affected to the extent the Company prevails in a tax position or when the statute of limitations expires for a tax position for which a liability for unrecognized tax benefits has been established, or to the extent the Company is required to pay amounts greater than the established liability for unrecognized tax benefits.
The Company does not currently anticipate any material impact on earnings from the ultimate resolution of these income tax estimates.
Recently Issued and Adopted Accounting Standards
Refer to Note 1 to the Company's financial statements included elsewhere in this Annual Report on Form 10-K for discussion of recently issued and adopted accounting standards.
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